Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues, and Negotiating Trends

Capital Contributions, Allocation of Profits/Losses, Clawbacks, Return of Capital, Fees, Conflicts of Interest, and More

A live 90-minute premium CLE webinar with interactive Q&A

Thursday, July 16, 2020 (in 4 days)

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926

This CLE webinar will discuss the crucial structural considerations and legal complexities of forming, launching, and operating a private real estate fund. The program will review how recent regulatory developments impact fund managers and investors regarding issues like fees and expenses, co-investments, and conflicts of interest. The program will provide an overview of tax issues impacting fund formation.


Private real estate funds continue to be a compelling alternative to public and private REITs for real estate investments. These funds often involve complex legal and tax issues arising from structuring and investing in U.S. sponsored funds. Moreover, investors are becoming increasingly more sophisticated with distinct tax profiles and are likely to negotiate terms that better align interests between the investor and general partner/sponsor.

At the same time, the SEC and other authorities continue to scrutinize the private equity industry regarding fees and expenses, co-investments, conflicts of interest, and other concerns impacting private fund managers, driving new issues to the forefront of GP/LP negotiations. What do you need to know to negotiate this evolving and highly scrutinized landscape?

Listen as our panel of real estate and fund practitioners discusses the critical structural considerations and legal complexities of forming, launching, and operating a private real estate fund. The panel will discuss the changing regulatory landscape of fund formation impacting fund managers and investors such as fees and expenses, co-investments, and conflicts of interest. The panel will also provide an overview of current tax issues and related developments.



  1. Overview of the real estate private equity fund formation landscape
  2. Admission and withdrawal of investors
  3. Initial capital contributions and capital calls
  4. Allocation of profits and losses; clawbacks; return of capital
  5. Fees and expenses and related conflicts of interest
  6. Operational considerations
  7. Tax issues impacting real estate funds


The panel will review these and other key issues:

  • Legal and tax considerations in forming, launching, and operating a private real estate fund
  • Private real estate funds vs. public and private REITs
  • Entity structures for real estate funds
  • Allocation of profits and losses, clawbacks, and return of capital
  • Fees, expenses, co-investments, and conflicts of interest


Posthuma, Matthew
Matthew (Matt) Posthuma

Ropes & Gray

Mr. Posthuma is a partner in Ropes & Gray’s private investment funds group in Chicago who focuses on the...  |  Read More

Preston, Heather
Heather L. Preston

Kilpatrick Townsend & Stockton

Ms. Preston focuses her practice on federal tax matters involving joint ventures, fund formation, and mergers and...  |  Read More

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